Initial Statement of Beneficial Ownership - Form 3

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * SHEAHAN DENIS K 2. Date of Event Requiring Statement (Month/Day/Year) 2024-07-12 3. Issuer Name and Ticker or Trading Symbol Eastern Bankshares, Inc. [EBC] (Last) (First) (Middle) 125 HIGH STREET 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) Chief Executive Officer / 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) BOSTON MA 02110 6. Individual or Join/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security 2. Amount of Securities Beneficially Owned 3. Ownership Form: Direct (D) or Indirect (I) 4. Nature of Indirect Beneficial Ownership

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	2. Date Exercisable and Expiration Date	3. Title and Amount of Securities Underlying Derivative Security	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	6. Nature of Indirect Beneficial Ownership
Date Exercisable	Expriation Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
SHEAHAN DENIS K 125 HIGH STREET BOSTON, MA02110			Chief Executive Officer

Signatures

/s/ Kate Henry	2024-07-22
**Signature of Reporting Person	Date

Explanation of Responses:

(*)	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(**)	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The Company issued these time-based restricted stock units (each an "RSU") as of July 12, 2024, when the Company completed its merger with Cambridge Bancorp ("Cambridge"). Each Cambridge RSU (as well as each Cambridge performance-based vesting restricted stock unit (each a "PRSU")) represented a non-transferable right to receive one share of Cambridge common stock on the vesting date. Pursuant to the terms of the Agreement and Plan of Merger, dated September 19, 2023, among the Company, Cambridge and the other parties thereto (the "Merger Agreement"), the RSUs shown in the table replaced RSUs or PRSUs that Cambridge granted prior to the date of the Merger Agreement. In accordance with the Merger Agreement, the Company assumed the Cambridge RSUs and PRSUs and converted them into Company RSUs denominated in shares of Company common stock,
(2)	(Continued from footnote 1) with the number of shares of Company common stock subject to such Company RSU or PRSU award equal to the product (rounded up to the nearest whole number) of (i) the number of shares of Cambridge common stock subject to such Cambridge RSU or PRSU award as of immediately prior to Cambridge's merger with and into the Company, multiplied by (ii) the exchange ratio in the Merger Agreement of 4.956 shares of Company common stock for each share of Cambridge common stock. Subject to continued service and subject to the deferral election described in notes (8) and (9) below, each Company RSU will convert into Company common stock on a one-for-one basis.
(3)	This award for 3,232 Company RSUs replaced the deferred award for Cambridge RSUs that Cambridge granted to the reporting person on February 15, 2021. The award provides for time-based vesting in three equal annual installments beginning one year after the grant date and for withholding of a number of shares of common stock on each vesting date having a value equal to any tax withholding obligation the Company incurs upon vesting. The final tranche of this Company RSU award vested on February 15, 2024, on which date the reporting person deferred the award.
(4)	This award for 11,241 Company RSUs replaced the award for Cambridge RSUs that Cambridge granted to the reporting person on February 15, 2022. The award provides for time-based vesting in three equal annual installments beginning one year after the grant date and for withholding of a number of shares of common stock on each vesting date having a value equal to any tax withholding obligation the Company incurs upon vesting. Subject to continued service, the final tranche of this Company RSU award in the amount of 3,752 Company RSUs will vest on February 15, 2025.
(5)	This award for 34,544 Company RSUs replaced the award for Cambridge RSUs that Cambridge granted to the reporting person on April 28, 2023. The award provides for time-based vesting in three equal annual installments beginning one year after the grant date and for withholding of a number of shares of common stock on each vesting date having a value equal to any tax withholding obligation the Company incurs upon vesting. Subject to continued service, the second and third tranche of this Company RSU award will vest on April 28, 2025 in the amount of 11,515 Company RSUs and April 28, 2026 in the amount of 11,516 Company RSUs, respectively.
(6)	This award for 33,721 Company RSUs replaced the award for Cambridge PRSUs that Cambridge granted to the reporting person on February 15, 2022. The Company RSU award provides for time-based cliff vesting on December 31, 2024 and for withholding of a number of shares of Company common stock on each vesting date having a value equal to any tax withholding obligation the Company incurs upon vesting.
(7)	This award for 42,221 Company RSUs replaced the award for Cambridge PRSUs that Cambridge granted to the reporting person on April 28, 2023. The Company RSU award provides for time-based cliff vesting on December 31, 2025 and for withholding of a number of shares of Company common stock on each vesting date having a value equal to any tax withholding obligation the Company incurs upon vesting.
(8)	Prior to the date of the Merger Agreement, the reporting person irrevocably elected to defer receipt of any shares of Company common stock issuable to the reporting person upon the vesting of RSUs, except that the deferral election will not apply, however, to a number of shares of Company common stock having a value equal to any tax withholding obligation the Company incurs upon the vesting of RSUs. Accordingly, upon the vesting of the RSU awards, the Company will not issue Company common stock to the reporting person (other than shares necessary to satisfy tax withholding), but instead the Company will establish for the reporting person's benefit a deferred compensation account (the "Deferred Compensation Account") representing the Company's unfunded liability to the employee for an amount equal to the value of the number of shares of Company common stock deferred.
(9)	(Continued from footnote 8) Upon the disposition of the Deferred Compensation Account, the portion, if any, of the Deferred Compensation Account invested in shares of Company common stock will be distributed in shares of Company common stock, and the balance, if any, of the Deferred Compensation Account will be distributed in cash.

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